FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number 0-827

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(Exact name of registrant as specified in its charter)

New York 13-6084254

State or other jurisdiction of (I.R.S. Employer

incorporation or organization Identification No.)

60 East 42nd Street, New York, New York 10165

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (212) 687-8700

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to section 12(g) of the Act:

$33,000,000 of Participations in LLC Member Interests

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ ] No [ X ] .

The aggregate market of the voting stock held by non-affiliates of the Registrant: Not applicable, but see Items 5 and 10 of this report.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ___

PART I

Item 1. Business.

(a) General

Registrant was originally organized on July 11, 1961 as a general partnership. On October 1, 2001, Registrant converted from a general partnership to a limited liability company under New York law and is now known as Empire State Building Associates L.L.C. The conversion does not change any aspect of the assets and operations of Registrant other than to protect its investors from any future liability to a third party. Through April 16, 2002, Registrant owned the tenant's interest in a master operating leasehold (the "Master Lease") on the Empire State Building (the "Building"), located at 350 Fifth Avenue, New York, New York. On April 17, 2002, Registrant acquired, through a wholly-owned limited liability company (Empire State Land Associates L.L.C.), the fee title to the Building, and the land thereunder (the "Land") (together, the "Real Estate"), at a price of $57,500,000, and obtained a $60,500,000 first mortgage with North Fork Bank (the "Mortgage") to finance the acquisition and certain related costs. The initial term of the Master Lease expired on January 5, 1992. On January 30, 1989, Registrant exercised its first of four 21-year renewal options contained in the Master Lease and extended the Master Lease through January 5, 2013.

Registrant does not operate the Real Estate. It subleases the Real Estate to Empire State Building Company L.L.C. (the "Sublessee") pursuant to a net operating sublease (the "Sublease") with a term and renewal options essentially coextensive with those contained in the Master Lease. On January 30, 1989, Sublessee elected to renew the Sublease for a term commencing January 4, 1992 to January 4, 2013.

Registrant's members are Peter L. Malkin, Anthony E. Malkin and Thomas N. Keltner, Jr. (collectively, the "Agents"), each of whom also acts as an agent for holders of participations in his respective member interest in Registrant (the "Participants").

Sublessee is a New York limited liability company in which Peter L. Malkin is a member and entities for Peter L. Malkin's family members are beneficial owners. All of the members in Registrant hold senior positions at Wien & Malkin LLP (the "Supervisor"), 60 East 42nd Street, New York, New York, which provides supervisory and other services to Registrant and to Sublessee. See Items 10, 11, 12 and 13 hereof for a description of the ongoing services rendered by, and compensation paid to, Supervisor and for a discussion of certain relationships which may pose potential conflicts of interest among Registrant, Sublessee and certain of their respective affiliates.

As of December 31, 2005, the Building was 85% occupied by approximately 873 tenants who engage in various businesses, including the Boy Scouts, the YMCA, the practice of law and accounting, ladies' and men's apparel, and ladies' and men's shoes. Registrant does not maintain a full-time staff. See Item 2 hereof for additional information concerning the Real Estate.

(b) The Lease and Sublease

The annual rent payable by Registrant under the Master Lease is $1,970,000 from January 5, 1992 through January 5, 2013 and $1,723,750 annually during the term of each renewal period thereafter.

Sublessee is required to pay annual basic rent (the "Basic Rent") equal to $6,018,750 from January 1, 1992 through January 4, 2013, and $5,895,625 from January 5, 2013 through the expiration of all renewal terms. See Item 2. Sublessee is also required to pay Registrant overage rent of 50% of Sublessee's net operating profit, as defined in the Sublease, in excess of $1,000,000 for each lease year ending December 31("Overage Rent").

Overage Rent income is recognized when earned from the Sublessee, at the close of the year ending December 31; such income is not determinable until the Sublessee, pursuant to the Sublease, provides the Registrant with an audit report from a certified public accountant on the Sublessee's operation of the Real Estate. The Sublease requires that this report be delivered to Registrant annually within 60 days after the end of each such fiscal year. Accordingly, all Overage Rent income and certain supervisory services expense are reflected in the fourth quarter of each year. The Sublease does not provide for the Sublessee to render interim reports to Registrant. See Note 3 of Notes to the Consolidated Financial Statements filed under Item 8 hereof (the "Notes") regarding Overage Rent payments by Sublessee for the fiscal years ended December 31, 2005, 2004 and 2003. There was Overage Rent of $16,324,979 for the year ended December 31, 2005.

(c) Competition

Pursuant to tenant space leases at the Building, the average annual base rental payable to Sublessee is approximately $28.73 per square foot (exclusive of electricity charges and escalation). The asking rents for the building range from $35 to $41 per square foot.

(d) Tenant Leases

Sublessee operates the Building free from any federal, state or local government restrictions involving rent control or other similar rent regulations which may be imposed upon residential real estate in Manhattan. Any increase or decrease in the amount of rent payable by a tenant is governed by the provisions of the tenant's lease.

Item 2. Property.

On April 17, 2002, Registrant acquired, through a wholly owned limited liability company (Empire State Land Associates L.L.C.), the fee title to the Building, and the land thereunder, at a price of $57,500,000, and obtained a $60,500,000 first mortgage with North Fork Bank to finance the acquisition and certain related costs. The Building, erected in 1931 and containing 102 stories, a concourse and a lower lobby, occupies the entire blockfront from 33rd Street to 34th Street on Fifth Avenue. The Building has 72 passenger elevators and 4 freight elevators and is equipped with air conditioning and individual air handling units. The Building is subleased to Sublessee under the Sublease which expires on January 4, 2013 and contains three 21-year renewal options. See Item 1 hereof for a description of the terms of the Lease and Sublease.

The Real Estate is carried in the financial statements at a total cost of $60,484,389 at December 31, 2005, consisting of $57,500,000 for the purchase price paid to the seller, $752,022 for acquisition costs, and $2,232,367 representing the unamortized balance of the cost of the Master Lease on the date the Real Estate was acquired. The cost of the Land is estimated to be 35.63% of the total cost of the Real Estate, and the Building, 64.37%. Under the terms of the contract of sale and the deed, there is no merger of the fee estate and the leasehold, although on a consolidated financial statement basis the Registrant incurred no leasehold rent expense after acquiring the Real Estate.

The mortgage matures on May 1, 2012. Monthly payments under the mortgage are interest only at a fixed annual rate of 6.5% through maturity. Payments commenced on June 1, 2002, except that short-term interest from the closing until April 30, 2002 was due on May 1, 2002. The mortgage may be prepaid at any time after 24 months with the payment of a premium equal to the greater of (a) 1% of the amount prepaid and (b) an amount calculated pursuant to a prepayment formula designed to preserve the bank's yield to maturity. The mortgage loan is secured by a lien on the Real Estate and Registrant's leasehold estate under the Master Lease of the Real Estate.

The Building is being depreciated on a straight-line basis using an estimated life of 39 years from April 17, 2002. Mortgage financing costs, totaling $1,796,287, are being amortized ratably over the term of the mortgage.

Acquisition costs to acquire the Real Estate and mortgage financing costs include payments totaling $103,587 and $54,909, respectively, made to the firm of Wien & Malkin LLP, a related party.

Item 3. Legal Proceedings.

The Property of Registrant is the subject of the following pending litigation:

Wien & Malkin and Peter L. Malkin, a member in Registrant, have been engaged in a proceeding with Sublessee's managing agent, Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing, and supervision of the property that is subject to the Sublease to the operating Sublessee. In this connection, certain legal and professional fees and other expenses have been paid and incurred by Wien & Malkin and Mr. Malkin, and additional costs are expected to be incurred. Wien & Malkin and Mr. Malkin have represented that such costs will be recovered only to the extent that (a) competent tribunal authorizes payment or (b) an investor voluntarily agrees that his or her proportionate share be paid. Accordingly, Registrant's allocable share of such costs is as yet undetermined, and Registrant has not provided for the expense and related liability with respect to such costs in these consolidated financial statements.

The original action was commenced in June 1997 and was referred to arbitration. The March 30, 2001 decision of the Arbitrators, which was confirmed by the court, (i) reaffirmed the right of the investors in the Sublessee to vote to terminate Helmsley-Spear, Inc. without cause, (ii) dismissed Helmsley-Spear, Inc.'s claims against Wien & Malkin and Peter L. Malkin, and (iii) rejected the termination of Helmsley-Spear, Inc. for cause. The parts of the decision under appeal were initially affirmed by the Appellate Division, and the New York Court of Appeals declined to review such ruling. On October 6, 2003, the United States Supreme Court granted Wien & Malkin's petition, vacated the judgment of the Appellate Division and remanded the case to the New York court for further consideration of the issues raised by Wien & Malkin's appeal.

On October 14, 2004, the Appellate Division issued a unanimous decision reversing the Arbitrators. The Appellate Division decided (i) that there was a covert assignment without Sublessee's knowledge or consent and (ii) that the corporation controlled by Irving Schneider and now named "Helmsley-Spear," which has represented itself to be Sublessee's managing agent since September 1997, in fact never received a valid assignment to become Sublessee's managing agent. Sublessee's previously authorized managing agent, the original corporation named "Helmsley-Spear," was owned by Harry B. Helmsley and is no longer active. On May 10, 2005, Helmsley-Spear was granted leave to appeal the Appellate Division's decision and on February 21, 2006 the Court of Appeals reversed the decision of the Appellate Division and reinstated the decision of the Arbitrators, including items (i), (ii), and (iii) in the preceding paragraph. Wien & Malkin and Peter Malkin are reviewing possible appeal of this ruling.

In January 1998, Irving Schneider, who is one of the controlling principals of Helmsley-Spear and has no record or beneficial interest in the Sublessee, brought litigation against Sublessee's supervisor, Wien & Malkin, and member, Peter L. Malkin, claiming misconduct and seeking damages and disqualification from performing services for the Sublessee. In March 2002, the court dismissed Mr. Schneider's claims. Although Mr. Schneider thereafter appealed the dismissal, the claim has now been withdrawn and is no longer pending.

Item 4. Submission of Matters to a Vote of Participants.

No matters were submitted to the Participants during the period covered by this report.

PART II

Item 5. Market for Registrant's Common Equity and Related Security Holder Matters.

Registrant was originally organized as a general partnership pursuant to a partnership agreement dated as of July 11, 1961. On October 1, 2001, Registrant converted from a general partnership to a limited liability company under New York law.

Registrant has not issued any common stock. The securities registered by it under the Securities Exchange Act of 1934, as amended, consist of participations in the Members' interests in Registrant (the "Participations") and are not shares of common stock nor their equivalent. The Participations represent each Participant's fractional share in a Member's undivided interest in Registrant and are divided approximately equally among the Members. A full unit of the Participations was offered originally at a purchase price of $10,000; fractional

units were also offered at proportionate purchase prices. Registrant has not repurchased Participations in the past and is not likely to change that policy in the future.

1. The Participations are neither traded on an established securities market nor are readily tradable on a secondary market or the substantial equivalent thereof. Based on Registrant's transfer records, Participations are sold by the holders thereof from time to time in privately negotiated transactions and, in many instances, Registrant is not aware of the prices at which such transactions occur. During the past year there were 175 transfers. In one instance, the indicated purchase price was equal to 6.7 times the face amount of the Participation transferred, i.e., $33,500 for a $5,000 Participation. In one instance, the indicated purchase price was equal to 5.8 times the face amount of the Participation transferred. In one instance, the indicated purchase price was equal to 4 times the face amount of the Participation transferred. In three instances, the indicated purchase price was equal to 3 times the face amount of the Participation transferred. In one instance, the indicated purchase price was equal to 2.25 times the face amount of the Participation transferred. In one instance, the indicated purchase price was equal to 2 times the face amount of the Participation transferred. In six instances, the indicated purchase price was equal to 1.55 times the face amount of the Participation transferred. In all other cases, no consideration was indicated.
2. As of December 31, 2005, there were 2,759 holders of Participations of record.
3. Registrant does not pay dividends. During the year ended December 31, 2005, Registrant made regular monthly distributions of $98.21 for each $10,000 Participation. There was Overage Rent of $16,324,979 for the year ended December 31, 2005 which enabled Registrant to make an additional distribution for each $10,000 Participation of $4,120 on March 3, 2006. See Item 1 hereof. There are no restrictions on Registrant's present or future ability to make distributions; however, the amount of such distributions, particularly distributions of Overage Rent, depends solely on Sublessee's ability to make payments of Basic Rent and Overage Rent to Registrant. See Item 1 hereof. Registrant expects to make monthly distributions in the future so long as it receives the payments provided under the Sublease. See Item 7 hereof.

[SELECTED FINANCIAL DATA]

Item 6.

Item 6.

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

SELECTED FINANCIAL DATA

(Unaudited)

The following table presents selected financial data for each of the last five years ended December 31, 2005. This information is unaudited and has been prepared on the same basis as the audited consolidated financial statements included in this Annual Report on Form 10-K. This data should be read together with the consolidated financial statements and the notes thereto included in this Annual Report on Form 10-K.

		Year ended December 31
2005	2004		2003	2002	2001

Basic rent income	$ 6,018,750	$ 6,018,750	$ 6,018,750	$ 6,018,750	$ 6,018,750
Overage rent income	16,324,979	9,469,543	6,802,295	14,476,008	26,072,502
Dividend and interest income	158,209	61,322	70,481	152,081	248,948
Miscellaneous income	0	-	-	-	1,660,904

Total revenues $22,501,938 $15,549,615 $12,891,526 $20,646,839 $34,001,104

Net income	$16,308,881	$ 9,761,227	$7,247,765	$15,397,298	$29,512,491
Earnings per $10,000 participation unit, based on 3,300 participation units outstanding during the year	$ 4,942	$ 2,958	$ 2,196	$ 4,666	$ 8,943

Total assets		$80,063,503	$73,446,834	$72,185,694	$80,521,663	$32,347,669
Long-term obligations		$60,500,000	$60,500,000	$60,500,000	$60,500,000	$ - 0 -
Distributions per $10,000 participation unit, based on 3,300 participation units outstanding during the year:
	Income	$3,318	$ 2,524	$ 2,196	$ 4,666	$ 5,182
	Return of capital	-0-	-0-	2,394	3,513	- 0-
	Total distributions	$3,318	$ 2,524	$ 4,590	$ 8,179	$ 5,182

Item 7.

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

QUARTERLY RESULTS OF OPERATIONS

(Unaudited)

The following table presents the Registrant's operating results for each of the eight fiscal quarters in the period ended December 31, 2005. The information for each of these quarters is unaudited and has been prepared on the same basis as the audited consolidated financial statements included in this Annual Report on Form 10-K. In the opinion of management, all necessary adjustments, which consist only of normal and recurring accruals, have been included to present fairly the unaudited quarterly results. This data should be read together with the consolidated financial statements and the notes thereto included in this Annual Report on Form 10-K.

Three Months Ended Three Months Ended

	March 31,	June 30,	September 30,	December 31,
Consolidated Income Data:	2005	2005	2005	2005
Minimum net, basic rent income	$1,504,687	$1,504,688	$1,504,688	$ 1,504,687
Additional rent income	-	-	-	16,324,979
Dividend and interest income	52,695	28,920	33,506	43,088
Total revenues	1,557,382	1,533,608	1,538,194	17,872,754
Interest on mortgage	983,125	994,049	1,004,973	1,004,971
Supervisory services	39,854	39,854	39,855	907,645
Depreciation of building	249,566	249,566	249,566	249,564
Amortization of financing costs	44,907	44,907	44,907	44,908
Professional fees and miscellaneous	660	345	(360)	195
Total expenses	1,318,112	1,328,721	1,338,941	2,207,283
Net income	$ 239,270	$ 204,887	$ 199,253	$ 15,665,471
Earnings per $10,000 participation unit, based on 3,300 participation units outstanding during each period	$ 73	$ 62	$ 60	$ 4,747

Item 7.

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

QUARTERLY RESULTS OF OPERATIONS (Continued)

(Unaudited)

Three Months Ended

	March 31,	June 30,	September 30,	December 31,
Consolidated Income Data:	2004	2004	2004	2004
Minimum net, basic rent income	$1,504,687	$1,504,688	$1,504,688	$1,504,687
Additional rent income	-	-	-	9,469,543
Dividend and interest income	17,256	11,035	13,537	19,494
Total revenues	1,521,943	1,515,723	1,518,225	10,993,724
Interest on mortgage	994,048	994,048	1,004,973	1,004,973
Supervisory services	39,854	39,854	39,854	490,507
Depreciation of building	249,566	249,566	249,566	249,566
Amortization of financing costs	44,907	44,907	44,907	44,907
Professional fees and miscellaneous	2,311	(15)	45	44
Total expenses	1,330,686	1,328,360	1,339,345	1,789,997
Net income	$ 191,257	$ 187,363	$ 178,880	$9,203,727
Earnings per $10,000 participation unit, based on 3,300 participation units outstanding during each period	$ 58	$ 57	$ 54	$ 2,789

Item 7. Management's Discussion and Analysis of

Financial Condition and Results of Operations.

Forward Looking Statements

Readers of this discussion are advised that the discussion should be read in conjunction with the consolidated financial statements of Registrant (including related notes thereto) appearing elsewhere in this Form 10-K. Certain statements in this discussion may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect Registrant's current expectations regarding future results of operations, economic performance, financial condition and achievements of Registrant, and do not relate strictly to historical or current facts. Registrant has tried, wherever possible, to identify these forward-looking statements by using words such as "believe", "expect", "anticipate", "intend", "plan", "estimate" or words of similar meaning.

Although Registrant believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those projected. Such factors include, but are not limited to, the following: general economic and business conditions, which will, among other things, affect demand for rental space, the availability of prospective tenants, lease rents and the availability of financing; adverse changes in Registrant's real estate market, including, among other things, competition with other real estate owners, risks of real estate development and acquisitions; governmental actions and initiatives; and environmental/safety requirements.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

The Securities and Exchange Commission ("SEC") issued disclosure guidance for "Critical Accounting Policies." The SEC defines Critical Accounting guidance for Critical Accounting Policies as those that require the application of Management's most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, the preparation of which takes into account estimates based on judgments and assumptions that affect certain amounts and disclosures. Accordingly, actual results could differ from these estimates. The accounting policies and estimates used and outlined in Note 2 to our consolidated financial statements, which are presented elsewhere in this annual report, have been applied consistently as at December 31, 2005 and 2004, and for the years ended December 31, 2005, 2004 and 2003. We believe that the following accounting policies or estimates require the application of Management's most difficult, subjective, or complex judgments:

Valuation of Long-Lived Assets: Registrant periodically assesses the carrying value of long-lived assets whenever events or changes in circumstances indicate that their

carrying amount may not be recoverable. When Registrant determines that the carrying value of long-lived assets may be impaired, the measurement of any impairment is based on a projected discounted cash flows method determined by Registrant's management. While we believe our discounted cash flow methods are reasonable, different assumptions regarding such cash flows may significantly affect the measurement of impairment.

Revenue Recognition: Basic rent and additional rent, which is based on the Sublessee's annual net income as defined in the Sublease, are recognized when earned. Before Registrant can recognize revenue, it is required to assess, among other things, its collectibility. If Registrant incorrectly determines the collectability of revenue, its net income and assets could be overstated.

Financial Condition and Results of Operations

At the time of its organization, Registrant acquired the Master Lease of the Property subject to the Sublease. Basic Rent received by Registrant was used to pay annual rent due under the Master Lease and the Basic Payment and a portion of the Additional Payment for supervisory services; and the balance of such Basic Rent was distributed to the Participants. Currently, Basic Rent received by Registrant is used to pay the Basic Payment and a portion of the Additional Payment for supervisory services and a portion of debt service on the new mortgage; and the balance of such Basic Rent is distributed to the Participants. Overage Rent and any interest and dividends accumulated thereon are distributed to the Participants after the Additional Payment is made to Supervisor. Pursuant to the Sublease, Sublessee has assumed responsibility for the condition, operation, repair, maintenance and management of the Property. Registrant is not required to maintain liquid assets to defray any operating expenses of the Property.

The supervisory services provided to Registrant by Supervisor include, but are not limited to, providing or coordinating counsel services to Registrant, maintaining all of its entity and Participant records, performing physical inspections of the Building, reviewing insurance coverage, conducting annual supervisory review meetings, receipt of monthly rent from Sublessee, payment of monthly and additional distributions to the Participants, payment of all other disbursements, confirmation of the payment of real estate taxes, active review of financial statements submitted to Registrant by Sublessee and financial statements audited by and tax information prepared by Registrant's independent public accountant, and distribution of related materials to the Participants. Supervisor also prepares quarterly, annual and other periodic filings with the SEC and applicable state authorities.

Registrant pays Supervisor for other services at hourly rates.

Registrant's results of operations are affected primarily by the amount of rent payable to it under the Sublease. The amount of Overage Rent payable to Registrant is affected by the New York City economy and real estate market.

As compared with the prior year, a decrease in Overage Rent earned in any year reduces the distributions made to the Participants in the following year and the expenditure for supervisory services. Reductions in the amount of Overage Rent paid to Registrant in the future will not have any other impact on Registrant. See paragraph 1 of Item 7 hereof and Notes 3, 4, 5, and 8 of the Notes.

The following summarizes the material factors affecting Registrant's results of operations for the three preceding years:

(a) Total income increased for the year ended December 31, 2005 as compared with the year ended December 31, 2004. Such increase was the result of an increase in Overage Rent received by Registrant in 2005 and an increase in dividend and interest income earned as compared with the year ended December 31, 2004. Total income increased for the year ended December 31, 2004 as compared with the year ended December 31, 2003. Such increase was the net result of an increase in Overage Rent in the year 2004 and a decrease in dividend and interest income earned as compared with the year ended December 31, 2003. See Note 3 of the Notes to the Consolidated Financial Statements.

(b) Total expenses increased for the year ended December 31, 2005 as compared with the year ended December 31, 2004. Such increase is the net result of a decrease in interest expense on the mortgage and a decrease in professional fees and an increase in the additional payment to Supervisor as compared with the year ended December 31, 2004. Total expenses increased for the year ended December 31, 2004 as compared with the year ended December 31, 2003. Such increase is the net result of an increase in interest expense on the mortgage, an increase in the additional payment to Supervisor, and a decrease in professional fees as compared with the year ended December 31, 2003.

Liquidity and Capital Resources

Registrant's liquidity has increased at December 31, 2005 as compared to December 31, 2004 as a result of the partial receipt of Overage Rent in the current year. Registrant may from time to time set aside cash for contingent liabilities.

No amortization payments are due under the mortgage to reduce the outstanding

principal balance prior to maturity. Furthermore, Registrant does not maintain any reserve to cover the principal payment of such mortgage indebtedness at maturity. Therefore, repayment of the mortgage will depend on Registrant's ability to arrange a refinancing. Assuming that the Property continues to generate an annual net profit in future years comparable to that in past years, Registrant anticipates that the value of the Property would be well in excess of the amount of the mortgage balance at maturity.

Registrant anticipates that funds for working capital will be generated by rental payments received from the Sublessee, which entity in turn is required to make payments of Basic Rent and Overage Rent under the Sublease and, to the extent necessary, from additional capital investment by the Members of the Sublessee and/or external financing.

Inflation

Inflationary trends in the economy do not directly impact Registrant's operations. As noted above, Registrant does not actively engage in the operation of the Real Estate. Inflation may impact the operations of the Sublessee. The Sublessee is required to pay the Basic Rent regardless of the results of its operations. Inflation and other operating factors affect the amount of Overage Rent payable by the Sublessee, which is based on the Sublessee's net operating profit.

Other Information

The Sublessee is to maintain the Building as a high-class office building as required by the terms of the Sublease.

Based on Sublessee's review of the need for upgrades and improvements to the property, it is projected by Sublessee that improvement costs of approximately $22,887,570 will be incurred in 2006.

The Sublessee anticipates that the costs of improvements to be incurred will reduce Overage Rent during the year 2006 but should have no effect on the payment of Basic Rent.

Item 8. Financial Statements and Supplementary Data.

The financial statements, together with the accompanying reports by J.H. Cohn LLP and McGrath, Doyle & Phair, immediately following, are being filed in response to this item.

Item 9. Disagreements on Accounting and Financial Disclosure.

Not applicable.

Item 9a. Controls and Procedures.

1. Evaluation of disclosure controls and procedures. The person(s) who functions in the capacity of Registrant's chief executive officer and Registrant's chief financial officer, after evaluating the effectiveness of Registrant's "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of December 31, 2005, the end of the period for which this report is being filed, have concluded that Registrant's disclosure controls and procedures were effective and designed to ensure that material information relating to Registrant would be made known to them by others within those entities on a timely basis.
2. Changes in internal controls over financial reporting. There were no changes in Registrant's internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to affect, the Registrant's internal controls over financial reporting.

PART III

Item 10. Directors and Executive Officers of Registrant.

Registrant has no directors or officers or any other centralization of management. There is no specific term of office for any Agent. The table below sets forth as to each Member as of December 31, 2005 the following: name, age, nature of any family relationship with any other Agent, business experience during the past five years and principal occupation and employment during such period, including the name and principal business of any corporation or any organization in which such occupation and employment was carried on and the date such individual became an Agent:

Name	Age	Nature of Family Relationship	Business Experience	Principal Occupation and Employment	Date Individual became an agent
Peter L. Malkin	72	Father of Anthony E. Malkin	Real Estate Supervision	Senior Partner and Chairman, Wien & Malkin LLP	1961
Anthony E. Malkin	43	Son of Peter L. Malkin	Real Estate Supervision and Management	President, Supervisory Services of Wien & Malkin LLP, and W&M Properties, L.L.C.	2001
Thomas N. Keltner, Jr.	59	None	Real Estate Supervision	Partner, Wien & Malkin LLP	1998

As stated above, all of the Members who are acting as Agents for other members hold senior positions at Supervisor. See Items 1, 11, 12 and 13 hereof for a description of the services rendered by, and the compensation paid to, Supervisor and for a discussion of certain relationships which may pose actual or potential conflicts of interest among Registrant, Sublessee and certain of their respective affiliates.

The names of entities which have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or are subject to the requirements of Section 15(d) of that Act and in which any Member is a director, member or general partner are as follows:

Peter L. Malkin is a member in 250 West 57th St. Associates L.L.C. and 60 East 42nd St. Associates L.L.C.

Anthony E. Malkin is a member in 250 West 57^th St. Associates L.L.C. and 60 East 42^nd St. Associates L.L.C.

Thomas N. Keltner, Jr. is a member in 60 East 42nd St. Associates L.L.C.

Item 11. Executive Compensation.

As stated in Item 10 hereof, Registrant has no directors or officers or any other centralization of management.

No remuneration was paid during the current fiscal year ended December 31, 2005 by Registrant to any of the Agents as such. Registrant pays Supervisor, for supervisory services and disbursements, fees of $159,417 per annum. Supervisor receives an additional payment equal to 6% of additional rent income received by Registrant. Pursuant to such arrangements described herein, Registrant incurred supervisory fees during 2005 totaling $1,027,208 (consisting of $159,417 as an annual basic payment for supervisory services and $867,791 as an additional payment ). For tax purposes, such payment is recognized as a profits interest and the Supervisor is treated as a partner, all without modifying each Participant's distributive share of reportable income. See Item 7 hereof. As noted in Items 1 and 10 of this report, all of the Agents hold senior positions at Supervisor.

Item 12. Security Ownership of Certain Beneficial Owners

and Management.

1. Registrant has no voting securities. See Item 5 hereof. At December 31, 2005, no person owned of record or was known by Registrant to own beneficially more than 5% of the outstanding Participations.
2. At December 31, 2005, the Agents (see Item 10 hereof) beneficially owned, directly or indirectly, the following Participations:

Title of Class	Name & Address of Benefical Owners	Amount of Beneficial Ownership	Percent of Class
Participations in Member Interest	Anthony E. Malkin 60 East 42nd Street New York, N.Y. 10165	$23,333	.07071%
	Thomas N. Keltner, Jr. 60 East 42nd Street New York, N.Y. 10165	$5,000	. .0152%

At such date, certain of the Agents (or their respective spouses) held additional Participations as follows:

Peter L. Malkin owned of record as trustee or co-trustee but not beneficially, $506,667 of Participations. Mr. Malkin disclaims any beneficial ownership of such Participations.

Entities for the benefit of members of Peter L. Malkin's family owned of record and beneficially $607,916 of Participations. Peter L. Malkin disclaims any beneficial ownership of such Participations, except that related family trusts and entities are required to complete scheduled payments to Peter L. Malkin.

Anthony E. Malkin owned of record as trustee or co-trustee but not beneficially, $35,833 of Participations. Anthony E. Malkin disclaims any beneficial ownership of such Participations.

1. Not applicable.

Item 13. Certain Relationships and Related Transactions.

(a) As stated in Item 1 hereof, Mr. Peter L. Malkin, Mr. Anthony E. Malkin and Mr. Keltner are the three Members in Registrant and also act as agents for the Participants in their respective member interests. Peter L. Malkin is also a member in Sublessee. As a consequence of one of the three Members being a member in Sublessee, and all of the Members holding senior positions at Supervisor (which supervises Registrant and Sublessee), certain actual and potential conflicts of interest may arise with respect to the management and administration of the business of Registrant. However, under the respective participating agreements pursuant to which the Agents act for the Participants, certain transactions require the prior consent from Participants owning a specified interest under the agreement in order for the Agents to act on their behalf. Such transactions include modifications and extensions of the Sublease or a sale or other disposition of the Property or substantially all of Registrant's assets.

Reference is made to Items 1 and 2 hereof for a description of the terms of the Sublease between Registrant and Sublessee. The respective interests of the Members in Registrant and in the Sublease arise solely from ownership of their respective Participations in Registrant and, in the case of Peter L. Malkin, his family entities' ownership of member interests in Sublessee. The Members receive no extra or special benefit not shared on a pro rata basis with all other Participants of Registrant or members in Sublessee. However, all of the Members hold senior positions at Supervisor (which supervises Registrant and Sublessee) and, by reason of their position at Supervisor, may receive income attributable to supervisory or other remuneration paid to Supervisor by Registrant and Sublessee. See Item 11 hereof for a description of the remuneration arrangements between Registrant and Supervisor relating to supervisory services provided by Supervisor.

Reference is also made to Items 1 and 10 hereof for a description of the relationship between Registrant and Supervisor, of which all of the Agents are among the Members. The respective interest of each Agent in any remuneration paid by Registrant to Supervisor arise solely from such member's interest in Supervisor. See Item 11 hereof for a description of the remuneration arrangements between Registrant and Supervisor relating to supervisory services provided by Supervisor.

(b) Reference is made to Paragraph (a) above.

(c) Not applicable.

(d) Not applicable.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The fees paid by Registrant and Wien & Malkin LLP, the Agent of Registrant, to J.H. Cohn LLP for professional services for the years ended December 31, 2005 and December 31, 2004 were as follows:

Fee Category 2005 2004

Audit Fees $46,250 $34,330

Audit-Related Fees 9,500 7,520

Tax Fees 6,000 4,000

All Other Fees - 450

Total Fees $61,750 $46,300

Audit Fees. Consist of fees billed for professional services rendered for the audit of Registrant's consolidated financial statements and review of the interim financial statements included in quarterly 10-Q reports.

Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Registrant's consolidated financial statements and are not reported under "Audit Fees." In 2005, these services include accounting consultation, review of Sarbanes-Oxley requirements as they pertain to Registrant, and other audit-related services.

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and preparation of tax returns.

All Other Fees. In 2004, these services include filing of Federal tax returns electronically.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT SERVICES

AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

Registrant has no audit committee as such. Registrant's policy is to pre-approve all audit and permissible non-audit services performed by the independent public accountants. These services may include audit services, audit related services, tax services and other services. For audit services, the independent auditor provides an engagement letter in advance of the services outlining the scope of the audit and related audit fees. If agreed by Registrant, this engagement letter is formally accepted by Registrant.

For all services, Registrant's supervisory management staff submits from time to time to the Agents of Registrant for approval services that it recommends the Registrant engage the independent auditor to provide. In addition, the Agents of Registrant pre-approve specific non-audit services that the independent auditor is authorized to provide. All fee proposals for those non-audit services must be pre-approved in writing by the member of the Registrant's supervisor acting in the capacity of Chief Financial Officer. The Agents of Registrant will be informed periodically by such Chief Financial Officer as to the non-audit services actually provided.

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements:

Report of Independent Registered Public Accounting Firm of J.H. Cohn LLP, dated March 13, 2006.

Consolidated Balance Sheets at December 31, 2005 and at December 31, 2004 (Exhibit A).

Consolidated Statements of Income for the fiscal years ended December 31, 2005, 2004, and 2003 (Exhibit B).

Consolidated Statement of Members' Equity for the fiscal year ended December 31, 2005 (Exhibit C-1).

Consolidated Statement of Members' Equity for the fiscal year ended December 31, 2004 (Exhibit C-2).

Consolidated Statement of Members' Equity for the fiscal year ended December 31, 2003 (Exhibit C-3).

Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2005, 2004 and 2003 (Exhibit D).

Notes to Consolidated Financial Statements for the fiscal years ended December 31, 2005, 2004 and 2003.

Report on Empire State Building Company L.L.C. Comparative Combined Statement of Income (Sublessee) and the report thereon of McGrath, Doyle & Phair, Certified Public Accountants, dated March 27, 2006.

(2) Financial Statement Schedules:

List of Omitted Schedules.

Real Estate and Accumulated Depreciation - December 31, 2005 (Schedule III).

1. Exhibits: See Exhibit Index.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The individual signing this report on behalf of Registrant is Attorney-in-Fact for Registrant and each of the Members in Registrant, pursuant to Powers of Attorney, dated October 13, 2003 (collectively, the "Power").

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(Registrant)

By /s/ Mark Labell

Mark Labell, Attorney-in-Fact

Date: June 23, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person as Attorney-in-Fact for each of the Members in Registrant, pursuant to the Power, on behalf of Registrant and as a Member in Registrant on the date indicated.

By /s/ Mark Labell

Mark Labell, Attorney-in-Fact*

Date: June 23, 2006

_________________________________

* Mr. Labell supervises accounting functions for Registrant.

EXHIBIT INDEX

Number Document Page*

3 (a)	Registrant's Partnership Agreement dated July 11, 1961, filed as Exhibit No. 1 to Registrant's Registration Statement on Form S-1 as amended (the "Registration Statement") by letter dated August 8, 1962 and assigned File No. 2-18741, is incorporated by reference as an exhibit hereto.
3 (b)	Amended Business Certificate of Registrant Filed with the Clerk of New York County on August 7, 1998 reflecting a change in the Partners of Registrant which was filed as Exhibit 3(b) to Registrant's 10-Q-A for the quarter ended September 30, 1998 and is incorporated by reference as an exhibit hereto.
3 (c)	Registrant's Consent and Operating Agreement dated as of September 30, 2001
3 (d)	Certificate of Conversion of Registrant to a limited liability company dated October 1, 2001 filed with the New York Secretary of State on October 3, 2001.
4	Registrant's form of Participating Agreement, filed as Exhibit No. 6 to the Registration Statement by letter dated August 8, 1962 and assigned File No. 2-18741, is incorporated by reference as an exhibit hereto.
13(a)	Letter to Participants dated May 31, 2006 and supplementary financial reports for the fiscal year ended December 31, 2005. The foregoing material shall not be deemed "filed" with the Commission or otherwise subject to the liabilities of Section 18 of the Securities Exchange Act of 1934
24	Powers of Attorney dated October 13, 2003 between the Partners of Registrant and Mark Labell which was filed as Exhibit 24 to Registrant's 10-Q for the quarter ended September 30, 2003 and is incorporated herein by reference.

EXHIBIT INDEX

(continued)

Number Document Page*

31.1	Certification of Mark Labell, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Mark Labell, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Mark Labell, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Mark Labell, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

____________________________________________

• Page references are based on sequential numbering system.

Exhibit 31.1

CERTIFICATIONS

I, Mark Labell, certify that:

1. I have reviewed this annual report on Form 10-K of Empire State Building Associates L.L.C.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

1. designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision,

to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

2. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
3. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

1. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

1. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
2. summarize and report financial information; and
3. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: June 23, 2006

By /s/ Mark Labell

Name: Mark Labell

Title: Member of Wien & Malkin LLP, Supervisor of Empire State Building Associates L.L.C.

Exhibit 31.2

CERTIFICATIONS

I, Mark Labell, certify that:

1. I have reviewed this annual report on Form 10-K of Empire State Building Associates L.L.C.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

1. designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision,

to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

2. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
3. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

1. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

1. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably

likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

1. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: June 23, 2006

By /s/ Mark Labell

Name: Mark Labell

Title: Senior Member of Financial/Accounting Staff of Wien & Malkin LLP, Supervisor of Empire State Building Associates L.L.C.

Exhibit 32.1

Empire State Building Associates L.L.C.

Certification Pursuant to 18 U.S.C., Section 1350 as adopted

Pursuant to Section 906

of Sarbanes - Oxley Act of 2002

The undersigned, Mark Labell, is signing this Chief Executive Officer certification as a member of Wien & Malkin LLP, the supervisor * of Empire State Building Associates L.L.C.("Registrant") to certify that:

1. the Annual Report on Form 10-K of Registrant for the period ended December 31, 2005(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934(15 U.S.C.78m or 78o(d)); and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

Dated:June 23, 2006

By /s/ Mark Labell

Mark Labell

Wien & Malkin LLP, Supervisor

*Registrant's organizational documents do not provide for a Chief Executive Officer or other officer with equivalent rights and duties. As described in the Report, Registrant is a limited liability company which is supervised by Wien & Malkin LLP. Accordingly, this Chief Executive Officer certification is being signed by a member of Registrant's supervisor.

Exhibit 32.2

Empire State Building Associates L.L.C.

Certification Pursuant to 18 U.S.C., Section 1350 as adopted

Pursuant to Section 906

of Sarbanes - Oxley Act of 2002

The undersigned, Mark Labell, is signing this Chief Financial Officer certification as a senior member of the financial/accounting staff of Wien & Malkin LLP, the supervisor* of Empire State Building Associates L.L.C.("Registrant"), to certify that:

1. the Annual Report on Form 10-K of Registrant for the period ended December 31, 2005(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934(15 U.S.C.78m or 78o(d)); and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

Dated: June 23, 2006

By /s/ Mark Labell

Mark Labell

Wien & Malkin LLP, Supervisor

*Registrant's organizational documents do not provide for a Chief Financial Officer or other officer with equivalent rights and duties. As described in the Report, Registrant is a limited liability company which is supervised by Wien & Malkin LLP. Accordingly, this Chief Financial Officer certification is being signed by a senior member of the financial/accounting staff of Registrant's supervisor.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants in Empire State Building Associates L.L.C.

(a Limited Liability Company)

New York, N. Y.

We have audited the accompanying consolidated balance sheets of Empire State Building Associates L.L.C. ("Associates") as of December 31, 2005 and 2004, and the related consolidated statements of income, members' equity and cash flows for each of the three years in the period ended December 31, 2005, and the supporting financial statement schedule of Real Estate and Accumulated Depreciation as contained in Item 15(a)(2) of this Form 10-K. These consolidated financial statements and schedule are the responsibility of Associates' management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Empire State Building Associates L.L.C. as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America, and the related financial statement schedule, when considered in relation to the basic financial statements, presents fairly, in all material respects, the information set forth therein.

/s/J.H.Cohn LLP

New York, N. Y.

March 13, 2006

EXHIBIT A

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

CONSOLIDATED BALANCE SHEETS

A S S E T S

						December 31,
						2005	2004
Assets:
Real estate (Notes 2b and 6):
	Building:
					Empire State Building, located at 350 Fifth Avenue, New York, N. Y.	$38,933,801	$38,933,801
					Less: Accumulated depreciation	3,702,994	2,704,732
						35,230,807	36,229,069
		Land Land				21,550,588	21,550,588
					TOTAL REAL ESTATE	56,781,395	57,779,657
Cash and cash equivalents (Note 12):
				JPMorgan Chase Bank		538,221	34,173
				North Fork Bank (restricted cash - mortgage interest)		851,683	509,672
				Distribution account held by Wien & Malkin LLP		324,111	324,111
				Fidelity U.S. Treasury Income Portfolio		19,021,513	12,706,992
				Total cash and cash equivalents		20,735,528	13,574,948
Additional rent due from Empire State
			Building Company L.L.C., a related party			1,324,979	719,543
Receivable from participants - NYS estimated tax						91,437	62,893	62,893

Other assets:
	Mortgage financing costs (Note 2c)		1,796,287	1,796,287
	Less: accumulated amortization		666,123	486,494
		TOTAL OTHER ASSETS	1,130,164	1,309,793
		TOTAL ASSETS	$80,063,503	$73,446,834

LIABILITIES AND MEMBERS' EQUITY

Liabilities:
	First mortgage payable (Note 6)		$60,500,000	$60,500,000
	Accrued mortgage interest payable		338,632	-0-
	Prepaid rent		501,564	-0-
	Accrued supervisory services, to a related party		867,791	450,653
		TOTAL LIABILITIES	62,207,987	60,950,653

Commitments and contingencies (Note 11)

Members' equity (Exhibit C)		17,855,516	12,496,181
	TOTAL LIABILITIES AND MEMBERS' EQUITY	$80,063,503	$73,446,834

See accompanying notes to consolidated financial statements.

EXHIBIT B

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

CONSOLIDATED STATEMENTS OF INCOME

Year ended December 31,

			2005	2004	2003
Revenues:
	Rent income, from a related party (Note 3)		$22,343,729	$15,488,293	$12,821,045
	Dividend and interest income		158,209	61,322	70,481
			22,501,938	15,549,615	12,891,526
Expenses:
		Interest on mortgage (Note 6)	3,987,118	3,998,042	3,987,118
		Supervisory services, to a related party (Note 5)	1,027,208	610,069	442,783
		Depreciation of building	998,262	998,264	998,264
		Amortization of financing costs	179,629	179,628	179,628
		Professional fees and miscellaneous, including amounts paid to a related party (Note 10)	840	2,385	35,968

Total expenses 6,193,057 5,788,388 5,643,761

NET INCOME, CARRIED TO MEMBERS' EQUITY (NOTE 9) $16,308,881 $9,761,227 $ 7,247,765

Earnings per $10,000 participation unit, based on 3,300 participation units outstanding during each year   $ 4,942   $ 2,958   $ 2,196

See accompanying notes to consolidated financial statements.

EXHIBIT C-1

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

CONSOLIDATED STATEMENT OF MEMBERS' EQUITY

YEAR ENDED DECEMBER 31, 2005

Members'			Members'
Equity			Equity
January 1,	Share of		December 31,
2005	net income	Distributions	2005

Anthony E. Malkin Group	$ 4,165,395	5,436,293	3,649,849	$5,951,839
Thomas N. Keltner, Jr. Group	4,165,394	5,436,294	3,649,849	5,951,839
Peter L. Malkin Group	4,165,392	5,436,294	3,649,848	5,951,838
	$12,496,181	16,308,881	10,949,546	$17,855,516

See accompanying notes to consolidated financial statements.

EXHIBIT C-2

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

CONSOLIDATED STATEMENT OF MEMBERS' EQUITY

YEAR ENDED DECEMBER 31, 2004

Members'			Members'
Equity			Equity
January 1,	Share of		December 31,
2004	net income	Distributions	2004

Anthony E. Malkin Group	$3,687,900	3,253,742	2,776,247	4,165,395
Thomas N. Keltner, Jr. Group	3,687,899	3,253,742	2,776,247	4,165,394
Peter L. Malkin Group	3,687,897	3,253,743	2,776,248	4,165,392
	$11,063,696	$ 9,761,227	$8,328,742	$12,496,181

See accompanying notes to consolidated financial statements.

EXHIBIT C-3

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

CONSOLIDATED STATEMENT OF MEMBERS' EQUITY

YEAR ENDED DECEMBER 31, 2003

Members'			Members'
Equity'			Equity
January 1,	Share of		December 31,
2003	net income	Distributions	2003

Anthony E. Malkin Group	$6,321,455		$2,415,922	$5,049,477	$3,687,900
Thomas N. Keltner, Jr. Group		6,321,454	2,415,922	5,049,477	3,687,899
Peter L. Malkin Group	6,321,453		2,415,921	5,049,477	3,687,897
	$18,964,362		$ 7,247,765	$15,148,431	$11,063,696

See accompanying notes to consolidated financial statements.

EXHIBIT D

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

CONSOLDIATED STATEMENTS OF CASH FLOWS

						Year Ended December 31,
						2005			2004			2003
Cash flows from operating activities:
	Net income					$16,308,881			$ 9,761,227			$ 7,247,765
	Adjustments to reconcile net income to net cash provided by operating activities:
	Amortization of financing costs						179,629			179,628			179,628
	Depreciation of building						998,262			998,264			998,264
	Changes in operating assets and liabilities:
			Additional rent due from Empire State Building Company L.L.C., a related party				(605,436)			82,752			673,713
			Accrued mortgage interest				338,632			(338,632)			-
			Prepaid rent				501,564			-			-
				Accrued supervisory services, to a related party		417,138			167,286			(435,303)
				Net cash provided by operating activities		18,138,670			10,850,525			8,664,067
Cash flows from financing activities:
		Change in receivable from participants						(28,544)			195,349			(258,242)
		Cash distributions						(10,949,546)			(8,328,742)			(15,148,431)
					Net cash (used in) financing activities			(10,978,090)			(8,133,393)			(15,406,673)
Net increase (decrease) in cash and cash equivalents								7,160,580			2,717,132			(6,742,606)

Cash and cash equivalents, beginning of year 13,574,948 10,857,816 17,600,422

CASH AND CASH EQUIVALENTS,
	END OF YEAR	$20,735,528	$13,574,948	$10,857,816

Supplemental disclosure of cash flow information:
	Cash paid during the year for interest	$ 3,648,486	$4,336,674	$ 3,987,118

See accompanying notes to consolidated financial statements.

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business Activity and Purchase of Real Estate

Through April 16, 2002, Empire State Building Associates L.L.C. ("Associates") owned the tenant's interest in a master operating leasehold (the "Master Lease") on the Empire State Building (the "Building"), located at 350 Fifth Avenue, New York, New York. Associates subleases the property to Empire State Building Company L.L.C. ("Sublessee"). On April 17, 2002 Associates acquired, through a wholly-owned limited liability company, the fee title to the Building and to the land thereunder (the "Land"), (together, the "Real Estate"). The consolidated financial statements include the accounts of Empire State Building Associates L.L.C. and, effective April 17, 2002, its wholly-owned limited liability company, Empire State Land Associates L.L.C. All intercompany accounts and transactions have been eliminated in consolidation.

Associates operated as a general partnership, Empire State Building Associates, until October 1, 2001, when it converted to a limited liability company and changed to its current name. Ownership percentages in Associates were unchanged by the conversion. Associates continues to be treated as a partnership for tax purposes, and the partnership's income tax basis of its assets and liabilities carried over to the limited liability company.

2. Summary of Significant Accounting Policies

a. Cash and Cash Equivalents

Cash and cash equivalents include investments in money market funds and all highly liquid debt instruments purchased with a maturity of three months or less when acquired. Cash at December 31, 2005 includes a money market account held at North Fork Bank pursuant to the terms of the mortgage, to be used monthly to satisfy a portion of the mortgage interest obligation.

b. Real Estate, Leasehold Amortization and Depreciation of Building

The Real Estate is carried in the financial statements at a total cost of $60,484,389, consisting of $57,500,000 for the purchase price, $752,022 for acquisition costs and $2,232,367 representing the unamortized balance of the cost of the Master Lease on the date the Real Estate was acquired. Based on an appraisal of the Real Estate and the opinion of counsel, the cost of the Real Estate was allocated to Land ($21,550,588), 35.63%, and Building ($38,933,801), 64.37%. Under the terms of the contract of sale, the deed contains language to avoid the merger of the fee estate and the leasehold, although on a consolidated financial statement basis Associates incurred no leasehold rent expense after acquiring the Real Estate.

The Building is being depreciated on a straight-line basis using an estimated life of 39 years from April 17, 2002. Amortization of the leasehold was being computed through its first renewal term by the straight-line method over its estimated useful life of 25 years. Amortization for 2002 was taken until the date of the purchase of the building (Note 1).

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

3. Mortgage Financing Costs and Amortization

Mortgage financing costs, totaling $1,796,287 are being amortized ratably over the life of the mortgage (see Note 6).

Amortization expense amounts to $179,628 for each of the next five years subsequent to December 31, 2005.

4. Valuation of Long-Lived Assets

Associates periodically assesses the carrying value of long-lived assets whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When Associates determines that the carrying value of long-lived assets may be impaired, the measurement of any impairment is based on a projected cash flows method.

5. Revenue Recognition

Basic rental income, as defined in a long-term lease, is a fixed minimum annual amount that Associates records ratably over the year. Additional rent is based on the net profits of the Sublessee, as defined, and is recorded by Associates when such amounts become available, usually at the end of each calendar year.

f. Use of Estimates:

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

3. Related Party Transactions - Rent Income

All rent income is received by Associates from Sublessee, a related party, some of whose members are also members in Associates. Rent income for the years ended December 31, 2005, 2004 and 2003, totaling $22,343,729, $15,488,293 and $12,821,045 respectively, consists of the minimum annual rent plus additional rent under an operating sublease dated December 27, 1961, as modified February 15, 1965, as follows:

For the years ended December 31,
2005	2004	2003

Minimum net basic rent	$ 6,018,750	$ 6,018,750	$ 6,018,750
Additional rent earned	16,324,979	9,469,543	6,802,295
	$22,343,729	$15,488,293	$12,821,045

The sublease provides for the same initial term and renewal options as the leasehold (see Note 4), less one day. In January 1989, the Sublessee exercised its option to renew the sublease for the first renewal period from January 4, 1992 to January 4, 2013. The annual minimum net basic rent during the first renewal term was reduced to $6,018,750, and is to be further reduced to $5,895,625 during each of three remaining renewal terms.

Additional rent earned is equal to fifty percent of the Sublessee's annual net income (as defined in the sublease) in excess of $1,000,000.

4. Related Party Transactions - Supervisory Services

Fess for supervisory services (including disbursements and cost of regular accounting services) during the years ended December 31, 2005, 2004, and 2003, totaling $1,027,208, $610,069 and $442,783, respectively, were paid to the firm of Wien & Malkin LLP ("Wien & Malkin" or the "Supervisor"). Basic fees for supervisory services are $159,417 per annum. Wien & Malkin receives an additional payment equal to 6% of additional rent income received by Associates. For tax purposes, such payment is treated as a profits interest and the Supervisor is treated as a partner, all without modifying each Participant's distributive share of reportable income.

Beneficial interests in Associates are held by one or more persons at Wien & Malkin, their family members, and/or trusts, limited liability companies or similar entities owned for their family members.

5. First Mortgage Payable

To finance the acquisition of the fee title to the Real Estate (Note 1) and certain related costs, Associates obtained a $60,500,000 first mortgage with North Fork Bank.

The mortgage matures on May 1, 2012. Monthly payments under the mortgage are interest only at a EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

5. First Mortgage Payable (concluded)

fixed rate 6.5% through maturity. Payments commenced on June 1, 2002, except that short-term interest from the closing until April 30, 2002 was due on May 1, 2002. The mortgage may be prepaid at any time after 24 months with the payment of a premium equal to the greater of (a) 1% of the amount paid and (b) an amount calculated pursuant to a prepayment formula designed to preserve the bank's yield to maturity.

The mortgage loan is secured by a lien on the Real Estate and Associates' leasehold estate under the Master Lease of the Real Estate.

The estimated fair value of Associates' mortgage debt, based on available market information or other appropriate valuation methodologies, was $61,282,000 and $64,400,000 at December 31, 2005 and 2004, respectively.

6. Number of Participants

There were approximately 2,759 participants in the participating groups at December 31, 2005 and approximately 2,675 participants at December 31, 2004 and 2003.

7. Determination of Distributions to Participants

Distributions to participants during each year generally reflect the excess of the current year's minimum annual rent income, plus additional rent income and dividend income earned in the prior year, over the cash expenses and mortgage requirements of the current year, adjusted for those cash reserves management judges to be suitable under the circumstances.

8. Distributions and Amount of Income per $10,000 Participation Unit

Distributions per $10,000 participation unit during the years ended December 31, 2005, 2004 and 2003, based on 3,300 participation units outstanding during each year, consisted of the following:

	Year ended December 31
	2005	2004	2003
Income	$3,318	$2,524		$2,196
Return of capital	0	-0-		2,394
TOTAL DISTRIBUTIONS	$3,318	$2,524		$4,590

Net income is computed without regard to income tax expense since Associates does not itself pay a tax on its income; instead, any such taxes are paid by the participants in their individual capacities.

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

9. Related Party Transactions - Professional Fees

The accompanying statements of income reflect fees paid or owed to Wien & Malkin, a related party (Note 5), as follows:

2005 2004 2003

Payments made or accrued $ - $1,696 $ -

10. Contingencies

Wien & Malkin and Peter L. Malkin, a member in Associates, have been engaged in a proceeding with Sublessee's managing agent, Helmsley-Spear, Inc. commenced in 1997, concerning the management, leasing, and supervision of the property that is subject to the sublease to the operating Sublessee. In this connection, certain legal and professional fees and other expenses have been paid and incurred by Wien & Malkin and Mr. Malkin, and additional costs are expected to be incurred. Wien & Malkin and Mr. Malkin have represented that such costs will be recovered only to the extent that (a) a competent tribunal authorizes payment or (b) an investor voluntarily agrees that his or her proportionate share be paid.

Accordingly, Associates' allocable share of such costs is as yet undetermined, and Associates has not

provided for the expense and related liability with respect to such costs in these consolidated financial statements.

The original action was commenced in June 1997 and was referred to arbitration. The March 30, 2001 decision of the Arbitrators, which was confirmed by the court, (i) reaffirmed the right of the investors in the Sublessee to vote to terminate Helmsley-Spear, Inc. without cause, (ii) dismissed Helmsley-Spear, Inc.'s claims against Wien & Malkin and Peter L. Malkin, (iii) rejected the termination of Helmsley-Spear, Inc. for cause. The parts of the decision under appeal were initially affirmed by the Appellate Division, and the New York Court of Appeals declined to review such ruling. On October 6, 2003, the United States Supreme Court granted Wien & Malkin's petition, vacated the judgment of the Appellate Division and remanded the case to the New York court for further consideration of the issues raised by Wien & Malkin's appeal.

On October 14, 2004, the Appellate Division issued a unanimous decision reversing the Arbitrators. The Appellate Division decided (i) that there was a covert assignment without Sublessee's knowledge or consent and (ii) that the corporation controlled by Irving Schneider and now named "Helmsley-Spear," which has represented itself to be Sublessee's managing agent since September 1997, in fact never received a valid assignment to become Sublessee's managing agent. Sublessee's previously authorized managing agent, the original corporation named "Helmsley-Spear," was owned by Harry B. Helmsley and is no longer active. On May 10, 2005, Helmsley-Spear was granted leave to appeal the Appellate Division's decision, and on February 21, 2006 the Court of Appeals reversed the decision of the

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

10. Contingencies (concluded)

Appellate Division and reinstated the decision of the Arbitrators, including items (i), (ii), and (iii) in the preceding paragraph. Wien & Malkin and Peter Malkin are reviewing possible appeal of this ruling.

In January 1998, Irving Schneider, who is one of the controlling principals of Helmsley-Spear and has no record or beneficial interest in the Sublessee, brought litigation against Sublessee's supervisor, Wien & Malkin, and member, Peter L. Malkin, claiming misconduct and seeking damages and disqualification from performing services for the Sublessee. In March 2002, the court dismissed Mr. Schneider's claims. Although Mr. Schneider thereafter appealed the dismissal, the claim has now been withdrawn and is no longer pending.

10. Concentration of Credit Risk

Associates maintains cash balances in two banks and in two money market funds (Fidelity U.S. Treasury Income Portfolio and North Fork Bank) and a distribution account held by Wien & Malkin LLP. The balance in each bank is insured by the Federal Deposit Insurance Corporation up to $100,000, and at December 31, 2005 there was an uninsured balance of approximately $1,189,900. The cash in the Fidelity U.S. Treasury Income Portfolio and the distribution account held by Wien & Malkin are not insured. The funds held in the distribution account were paid to the participants on January 1, 2006.

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

OMITTED SCHEDULES

The following schedules have been omitted as not applicable in the present instance:

SCHEDULE I - Condensed financial information of registrant.

SCHEDULE II - Valuation and qualifying accounts.

SCHEDULE IV - Mortgage loans on real estate.

SCHEDULE III

EMPIRE STATE BUILDING ASSOCIATES L.L.C.

(A Limited Liability Company)

Real Estate and Accumulated Depreciation

December 31, 2005

Column

A Description Land and building situated

at 350 Fifth Avenue, New York, New York.

B Encumbrances -

North Fork Bank

Balance at December 31, 2005 $60,500,000

C Initial cost to company

Land and building $60,484,389

D Cost capitalized subsequent to acquisition None

E Gross amount at which carried at

close of period (See Note 2 of Notes to Consolidated Financials Statements)

Land $21,550,588

Building 38,933,801

Total $60,484,389 (a)

F Accumulated depreciation $ 3,702,994 (b)

G Date of construction 1931

H Date acquired April 17, 2002

I Life on which depreciation of building in

latest income statements is computed 39 years

1. Gross amount of real estate

Balance at January 1, 2005 $60,484,389

Purchase of real estate:

F/Y/E 12/31/05 -

Balance at December 31, 2005 $60,484,389

The costs for federal income tax purposes are the same

as for financial statement purposes.

(b) Accumulated depreciation

Balance at January 1, 2005 $2,704,732

Depreciation:

F/Y/E 12/31/05 998,262

Balance at December 31, 2005 $3,702,994